Directors Report of Vasudhagama Enterprises Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting herewith the 36^th Annual Report of the Company with the
audited Statements of accounts for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS

The summary of the Company''s Financial performance for the Financial Year 2024-2025 as compared
to the previous Financial Year 2023-2024 is given below:

Particulars	2024-2025	2023-2024	2024-2025	2023-2024
	Consolidated		Standalone
Total Income	2624.94	2112.97	1183.60	1288.22
Less: Expenses	2314.21	1,873.43	1048.56	1154.57
Net Profit before Finance Cost, Depreciation & Tax	310.73	239.54	135.04	133.65
Less: Finance Costs	-	-	-	-
Less: Depreciation & Amortization Expenses	74.23	23.26	15.32	8.85
Net Profit before Tax	236.50	216.28	119.72	124.81
Less: Tax Expenses	60.35	54.88	29.93	32.01
Profit after Tax	176.15	161.40	89.78	92.80
Minority Interest	2.25	-	-	-
Profit after Minority Interest	173.90	161.40	89.78	92.80

2. OPERATION/STATE OF THE COMPANY''S AFFAIRS:

The Company is engaged in the business of advertising and marketing support services.

The consolidated revenue from operations of the Company was Rs.2624.94 Lakhs during the
financial year 2024-2025. The consolidated net profit after tax was Rs.176.15 during the financial year
2024-2025.

The standalone revenue from operations of the Company was Rs.1183.60 Lakhs during the financial
year 2024-2025 as compared of Rs.1288.22 Lakhs of previous year. The Standalone net profit after tax
was Rs.89.78 Lakhs during the financial year 2024-2025 as compared to Rs.92.80 Lakhs of previous
financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company has not altered its main object during the year under review.

4. TRANSFER TO RESERVES & DIVIDEND:

The Board of Directors propose to transfer profit to general reserves your Directors do not
recommend any dividend for the year ended on 31^st March, 2025.

5. CAPITAL STRUCTURE:

As on March 31, 2025 the Authorised and Paid up Share Capital of the Company is Rs.60,00,00,000
(Rupees Sixty Crore) and Rs.43,91,15,440/- (Rupees Forty-Three Crore Ninety-One Lakh Fifteen
Thousand Four Hundred and Forty Only).

During the year under review, pursuant to Member''s Approval in Extra General Meeting held
on 31^st May, 2024, the Company has issued 2,69,47,050 Equity shares of Rs. 10/-each ("Equity
Shares"), in dematerialized form, on Preferential basis to non-promoters at a price of Rs. 26/-
(including premium of Rs. 16/-) as determined in accordance with Regulation 164 read with 166A of
SEBI ICDR Regulations for consideration other than cash (share swap) for discharge of total purchase
consideration of Rs. 70,06,23,300/- (Rupees Seventy Crores Six Lacs Twenty-Three Thousand and
Three Hundred Only) ("Purchase Consideration") against the acquisition of 1,79,64,700 equity shares
("Sale Shares") of Zecrom Enterprises Private Limited ("ZEPL") from the Allottees at a price of Rs. 39/-
(Rupees Thirty-Nine Only) per equity share of ZEPL, resulting thereof ZEPL became a subsidiary of
the Company. The Company has received Listing permission from BSE on 24^th September, 2024.

The paid share capital of Company has increased from Rs.16,96,44,940/- to Rs.43,91,15,440/- pursuant
to allotment of 2,69,47,050 equity shares of 10/- each at a price of Rs.26/- (including premium of
Rs.16/-) for acquisition of 86.24% equity shares of ZEPL.

6. CHANGE IN THE NAME OF THE COMPANY

During the year under the review, there is no change in the name of the company.

7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, there is no change in the registered office of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

No material changes and commitments affecting the financial position of the company occurred
between the ends of the financial year to which these financial statements relate on the date of this
report.

9. EXTRACT OF THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on March 31, 2025 in the prescribed Form No. MGT-7 is available on the
website of the Company and the weblink of the same is https: / / www.vasudhagama.com/fi.html

10. LISTING OF SHARES

The Shares of the Company are listed on the BSE Limited, Mumbai, which provide the wider access
to the investor''s national wide.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial year, 10 (Ten) meetings of the Board of Directors of the Company were held on
19/04/2024, 04/05/2024, 29/05/2024, 29/06/2024, 12/07/2024, 12/08/2024, 04/09/2024, 14/11/2024,
06/12/2024 and 21/02/2025 respectively. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during Financial year 2024-2025:

Name of Director	No. of Meeting held during the year	No. of Meetings attended during the year
Mr. Jay Atul Parekh	7	7
Ms. Sejal Sanjiv Shah	10	1

Mr. Aniket Kishor Mahale	10	10
Mr. Rajendra Waman Banote	10	10
Mr. Vikas Babu Pawar	10	10
Mr. Hiten Manilal Shah	3	3

Note:- Mr. Hiten Manilal Shah has been resigned w.e.f. 14/06/2024 and Mr. Jay Atul Parekh has
been appointed w.e.f. 30/06/2024. Ms. Sejal Sanjiv Shah resigned on 26 april 2014
* Mr. Bhavik Balvantray Naiya (DIN: 08675412) as Executive Director of the company from
14^th May 2025

12. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the
meetings are provided in the Corporate Governance Report.

13. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors
of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been
followed along-with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit of
the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS & AUDITORS REPORT

M/ s P. H. Shah Co., Chartered Accountants, Ahmedabad (Firm Registration No. 115464W) was
appointed as Auditors at the 35^th Annual General Meeting for a term of five years from the conclusion
of the 35^th Annual General Meeting till the conclusion of the 40^th Annual General Meeting.

There are qualifications provided in the Auditors Report for the year 2024-2025, the Company has
provided the sufficient and proper evidence/confirmation/clarification and management has also
provided supporting documents to Auditor for all expenditure (including capital expenditure and
revenue expenditure). The Qualification provided in the audit report is not sustainable and justifiable
and it does not impact the financials as the company maintains all records.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THECOMPANIES ACT, 2013

Particulars of investments made and loans given covered under the section 186 of the Companies
Act, 2013, has been provided in the notes to the Financial Statement which form part of this Annual
Report. The company has not given any guarantee during the financial year.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
REFERREDTO IN SUBSECTION OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has pursuant to the approval of Audit Committee, the Board of Directors and
shareholders of the Company, entered into related party transactions. The said transactions entered
by the company with Related Parties were, at arm''s length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st
March, 2025 is given in Note No. 4 of the Financial Statements of the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPS)

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at
present comprises of:

Sr. No.	Name of Director/KMPs	Designation	Date of Appointment
1.	Mr. Hiten Manilal Shah*	Managing Director	23/05/2022*
2.	Mr. Jay Atul Parekh	Managing Director	30/06/2024
2.	Mr. Aniket Kishor Mahale	Non-Executive Non - Independent Director	29/06/2022
3.	Mrs. Sejal Sanjiv Shah	Executive Director	23/05/2022**
4.	Mr. Rajendra WamanBanote	Non-Executive Independent Director	29/06/2022
5.	Mr. Vikas Babu Pawar	Additional Director	05/07/2023
6.	Mr. Bhavik Balvantray Naiya	Additional Director	14/05/2025
7.	Ms. Riti Jain	Company Secretary (KMP)	27/08/2024
8.	Mr. Nimesh Oza**	Chief Financial Officer (KMP)	11/07/2023**
89.	Ms. Vaishnavi Deepak Padye	Chief Financial Officer (KMP)	13/08/2024

^Resigned on 14/06/2024
**Resigned on 26/04/2024

i. Changes in composition of in Board of Directors

1. Resignation of Mr. Hiten Manilal Shah resigned w.e.f. 14.06.2024 respectively.

2. Appointment of Mr. Jay Atul Parekh as an Additional Executive Director
w.e.f. 30.06.2024

3. Appointment of Mr. Jay Atul Parekh as Managing Director w.e.f. 12/07/2024

4. Resignation of Mrs. Sejal Sanjiv Shah w.e.f. 26.04.2024 respectively

II. Changes of Key Managerial Personnel

1. Appointment of Ms. Riti Jain (Membership No. A48391) as Company
Secretary cum Compliance Officer w.e.f. August 27, 2024

2. Resignation of Ms. Nimesh Oza as Chief Financial Officer w.e.f. 22/04/2024

3. Appointment of Ms. Vaishnavi Deepak Padye as Chief Financial Officer
(Appointed w.e.f 13/08/2024)

III. Profile of Directors seeking appointmeni/re-appointment

As required under the provision of listing regulations and Secretarial Standard-
2, the profile of directors seeking appointment / re-appointment at the ensuing
Annual General Meeting is annexed to the notice convening 35^th Annual General
Meeting.

1v. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant
to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of
independence as provided in section 149(6) of the Act.

The meeting of the Independent Directors as per Schedule IV of the Companies Act, 2013 was
held on 15^th March 2025. All the independent directors were present at the said meeting.

V. Annual Evaluation of Board''s Performance

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the
Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance
evaluation of itself, the Directors individually as well as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise,
performance of duties and obligations, governance issues etc. Performance of individual
Directors and Chairman was also carried out in terms of adherence to code of conduct, participation
in board meetings, implementing corporate governance practices etc. The Directors expressed
their satisfaction with the evaluation process.

v1. Nomination and Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination and
Remuneration Committee, framed and adopted a policy for selection and appointment of
Directors and Key Managerial Personnel and their remuneration. The terms of reference and other
matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of
the Companies Act, 2013.

18. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Manjula Poddar., Practicing Company Secretary to undertake the secretarial
audit for the financial year ended on 31^st March, 2025. The Secretarial Audit Report is attached
herewith as "Annexure - I".

There are no qualifications or reservation or adverse remark or disclaimer in the Secretarial Auditors
Report for the year 2024-2025 and hence does not require any clarification / comments.

19. Fixed Deposit

During the financial year 2024-25, the Company has not accepted any deposit within the meaning

of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014.

20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In view of the nature of the business activities of the Company related to trading of commodities
and real estate, the information required under the provisions of section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of
energy and technology absorptions is not applicable. There was no foreign exchange earnings and
outgo during the financial year.

21. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identify the
key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis
including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence
of the Company.

22. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct.
Accordingly, the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism
policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy
provides for a framework and process whereby concerns can be raised by its employees against any
kind of discrimination, harassment, victimization or any other unfair practice being adopted
against them.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has
been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company''s website www.vasudhagama.com.

23. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and company''s operation in future.

24. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to the financial
statements. During the financial year, such internal financial controls were operating effectively
and it is commensurate with the size of the Company and the nature of business of the Company.

25. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
the employees are given in "Annexure- III".

26. Reports On Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere
to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the
Corporate Governance, along with a certificate from the Statutory Auditors of the Company on
compliance with the provisions is annexed and forms part of the Annual Report.

27. Management Discussion and Analysis Report

Pursuant to the Listing Regulations, the Management Discussion and Analysis Report forms part
of this Annual Report in Annexure - V

28. Details Of Application Made or Proceeding Pending Under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency Bankruptcy Code, 2016.

29. Details Of Difference Between Valuation Amount on One Time Settlement and Valuation While
Availing Loan from Banks and Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and
Financial Institutions.

30. Employee Relations:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its
sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy
to deliver good performance.

31. Detail Of Fraud As Per Auditors Report:

There is no fraud in the Company during the Financial Year ended 31st March, 2025. This is also being
supported by the Independent Auditor''s Report submitted by the Statutory Auditors of the Company
stating that as no fraud has been reported for the financial year ending 31st March, 2025.

32. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against
sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2024-25,
the company has not received any complaints on sexual harassment and hence no complaints are pending
as on 31st March, 2025.

33. Maternity Benefit Provided By The Company Under Maternity Benefit Act 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the statutory benefits prescribed under the Act, including
paid maternity leave, continuity of salary and service during the leave period, and post-maternity support
such as nursing breaks and flexible return-to-work options, as applicable. The Company remains
committed to fostering an inclusive and supportive work environment that upholds the rights and welfare
of its women employees in accordance with applicable laws.

34. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is not applicable to the Company.

(b) The Company has two subsidiaries companies namely, Digigames Private Limited
and Zecrom Enterprises Private Limited and does not have joint venture or associate
company during the financial year and Zecrom Enterprises Private Limited and
Digigames Private Limited have become subsidiaries and no joint venture or
associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend,

voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its
Employees / Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of
the Companies Act, 2013.

(g) Maintenance of cost records as specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company.

(h) The Company has complied with the provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the
financial year, the Company has not received any complaints under the said
Act.

(i) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(j) The Company has not availed any loan from the Banks or Financial Institutions and
therefore, the details of difference between the amount of the valuation done at the
time of one time settlement and the valuation done while taking loan from the Banks
or Financial Institutions is not applicable.

35. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members, banks,
shareholders, suppliers, customers, auditors and government authorities for their support
and co-operation.

For and On Behalf of Board of Directors

Sd/- Sd/-

Jay Atul Parekh Aniket Kishor

Managing Director Mahale

DIN: 10686834 Director

DIN: 09571996

Place: Ahmedabad
Date: 04/09/2025

---

Mar 31, 2024

Your Directors have pleasure in submitting herewith the 35th Annual Report of the Company with the audited Statements of accounts for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS

The summary of the Company''s Financial performance for the Financial Year 2023-2024 as compared to the previous Financial Year 2021-2022 is given below:

Particulars	2023-2024	2022-2023	2023-2024	2022-2023
	Consolidated		Standalone
Total Income	2112.97	-	1288.22	0.02
Less: Expenses	1,873.43	-	1,154.57	7.37
Net Profit before Finance Cost, Depreciation & Tax	239.54	-	133.65	(7.34)
Less: Finance Costs	-	-	-	-
Less: Depreciation & Amortization Expenses	23.26	-	8.85	-
Net Profit before Tax	216.28	-	124.81	(7.34)
Less: Tax Expenses	54.88	-	32.01	0.00
Profit available for Appropriation	161.40	-	92.80	(7.34)

2. OPERATION/STATE OF THE COMPANY''S AFFAIRS

The Company is engaged in the business of advertising and marketing support services.

The consolidated revenue from operations of the Company was Rs. 2112.97 Lakhs during the financial year 2023-2024. The consolidated net profit after tax was Rs. 161.40 during the financial year 2023-2024.

The standalone revenue from operations of the Company was Rs. 1,154.57 Lakhs during the financial year 2023-2024 as compared of Rs. 0.02 of previous year. The Standalone net profit after tax was Rs. 92.80 during the financial year 2023-2024 as compared to Rs. (7.34) of previous financial year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, the Company has altered its main object from trading of commodities /goods and in real estate business to advertising and marketing supporting services vide 34th Annual General meeting held on August 04, 2023.

4. TRANSFER TO RESERVES & DIVIDEND

The Board of Directors propose to transfer profit to general reserves. your Directors do not recommend any dividend for the year ended on 31st March, 2024.

5. CAPITAL STRUCTURE

During the year under review, pursuant to Member''s Approval Extra Ordinary General Meeting held

on 23rd February 2024, the Company has increased its Authorized Share Capital to Rs. 60,00,00,000 (Rupees Sixty Crore) by adding of Rs. 35,00,00,000 (Rupees Thirty Five Crore) in the existing capital of the Company divided into 3,50,00,000 (Three Crore Fifty Lakh) Equity Shares of Rs. 10/- each and subsequently, the Memorandum of Association of the Company amended.

As on March 31, 2024 the Authorised and Paid up Share Capital of the Company is Rs. 60,00,00,000 (Rupees Sixty Crore) and Rs 16,96,44,940/- (Rupees Sixteen Crore Ninety Six Lakh Forty Four Thousand Nine Hundred and Forty Only).

During the year under review, pursuant to Member''s Approval in Annual General Meeting held on The Company has issued and allotted 1,32,65,380 equity shares of the Company of face value of Rs. 10/ - each ("Equity Shares"), in dematerialized form, on Preferential allotment basis, to non -promoters at a price of Rs. 26.50/ - (including premium of Rs. 16.50/ -) as determined in accordance with Regulation 164 read with 166A of SEBI ICDR Regulations, for consideration other than cash (share swap), being discharge of total purchase consideration of Rs. 35,15,32,570/ - (Rupees Thirty Five crores Fifteen Lacs Thirty Two Thousand Five Hundred Seventy Only) ("Purchase Consideration") for the acquisition of 13,26,538 equity shares ("Sale Shares") of Digigames Private Limited ("DPL"), resulting thereof DPL became a subsidiary of the Company.

The paid share capital of Company has increased from 3,69,91,140 to 1,69,64,494 pursuant to allotment of 1,32,65,380 equity shares of 10/- each at a price of Rs. 26.50/ - (including premium of Rs. 16.50/ -) for acquisition of 100% equity shares of DPL.

6. CHANGE IN THE NAME OF THE COMPANY

During the year under the review, there is no change in the name of the company.

7. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year under review, there is no change in the registered office of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

After the end of the financial year as on 31st March 2024 and the date of the Board''s report, The Company has issued and allotted 2,69,47,050 Equity shares of Rs. 10/-each ("Equity Shares"), in dematerialized form, on Preferential basis to non-promoters at a price of Rs. 26/- (including premium of Rs. 16/-) as determined in accordance with Regulation 164 read with 166A of SEBI ICDR Regulations for consideration other than cash (share swap) for discharge of total purchase consideration of Rs. 70,06,23,300/- (Rupees Seventy Crores Six Lacs Twenty-Three Thousand and Three Hundred Only) ("Purchase Consideration") against the acquisition of 1,79,64,700 equity shares ("Sale Shares") of Zecrom Enterprises Private Limited ("ZEPL") from the Allottees at a price of Rs. 39/- (Rupees Thirty-Nine Only) per equity share of ZEPL, resulting thereof ZEPL became a subsidiary of the Company vide board meeting held on July 12, 2024.

9. EXTRACT OF THE ANNUAL RETURN

As per the provisions of section 92(3) read with section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2024 in the prescribed Form No. MGT-7 is available on the website of the Company and the weblink of the same is https:// www.vasudhagama.com/fi.html

10. LISTING OF SHARES

The Shares of the Company are listed on the BSE Limited, Mumbai, which provide the wider access to the investor''s national wide.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial year, 9 (Nine) meetings of the Board of Directors of the Company were held on 05^th May 2023, 05^th July 2023, 11^th July, 2024, 14^th Aug 2023, 28^th Aug 2023, 14^th Oct 2023, 21^st Oct 2023, 10^th Nov 2023 ,19^th Jan 2024, 14^th Feb 2024 respectively. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during Financial year 2023-2024:

Name of Director	No. of Meeting held during the year	No. of Meetings attended
Mr. Hiten Manilal Shah	9	9
Ms. Sejal Sanjiv Shah	9	9
Mr. Aniket Kishor Mahale	9	9
Mr. Rajendra Waman Banote	9	9
Mr. Nagesh Shrirang Suradkar	9	1
Mr. Vikas Babu Pawar	9	7

Note:- Mr. Nagesh Shrirang Suradkar has been resigned w.e.f 05/07/2023 and Mr. Vikas Babu Pawar has been appointed w.e.f. 05/07/2023.

12. COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee; and

3. Stakeholders'' Relationship Committee

The details of the Committees along with their composition, number of meetings and attendance at the

meetings are provided in the Corporate Governance Report.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors

of the Company hereby confirms that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. AUDITORS & AUDITORS REPORT

M/s Dharit Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No.137728W) was appointed as Auditors at the 31^st Annual General Meeting for a term of five years from the conclusion of the 31^st Annual General Meeting till the conclusion of the 36 ^th Annual General Meeting.

There are qualifications or reservation or adverse remark or disclaimer in the AuditorsReport for the year 2023-2024 and hence does require any further clarification / comments.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THECOMPANIES ACT, 2013

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.04 of the notes to the Financial Statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB-SECTION OF SECTION 188 OF THE COMPANIES ACT, 2013

The Company has pursuant to the approval of Audit Committee, the Board of Directors and shareholders of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, at arm''s length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2024 is given in Note No. 4 of the Financial Statements of the Company.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPS)

The Board is properly constituted as per the provisions of the Companies Act, 2013. The Board at present comprises of:

Sr. No.	Name of Director/KMPs	Designation	Date of Appointment
1.	Mr. Hiten Manilal Shah	Managing Director	23/05/2022
2.	Mr. Aniket Kishor Mahale	Non Executive Non -IndependentDirector	29/06/2022
3.	Mrs. Sejal Sanjiv Shah	Executive Director	23/05/2022
4.	Mr. Rajendra WamanBanote	Non Executive Independent Director	29/06/2022
5.	Mr. Vikas Babu Pawar	Additional Director	05/07/2023
6.	Mr. Nagesh Shrirang Suradkar	Additional Non-Executive Independent Director	15/11/2022
7.	Mr. Jay Atul Parekh	Managing Director	30/06/2024

8.	Ms. Pavitra Jhanjhari	Company Secretary (KMP)	01/06/2022
9.	Ms. Riti Jain	Company Secretary (KMP)	27/08/2024
10.	Mr. Nimesh Oza	Chief Financial Officer (KMP)	11/07/2023
11.	Ms. Vaishnavi Deepak Padye	Chief Financial Officer (KMP)	13/08/2024

i. Changes in composition of in Board of Directors

1. Resignation of Mr. Hiten Manilal Shah resigned w.e.f. 14.06.2024 respectively.

2. Resignation of Mr. Nagesh Shrirang Suradkar w.e.f. 05.07.2023 respectively.

3. Appointment of Mr. Vikas Babu Pawar as an Additional Non-Executive Independent Director w.e.f. 05.07.2023 respectively

4. Appointment of Mr. Jay Atul Parekh as an Additional Executive Director w.e.f. 30.06.2024

5. Appointment of Mr. Jay Atul Parekh as Managing Director w.e.f. 12/07/2024

ii. Changes of Key Managerial Personnel

1. Resignation of Ms. Pavitra Jhanjhari (Membership No. A59122) as Company Secretary cum Compliance Officer w.e.f. the closure of the business hours of December 29,2023

2. Appointment of Ms. Riti Jain (Membership No. A48391) as Company Secretary cum Compliance Officer w.e.f. August 27, 2024

3. Resignation of Ms. Nimesh Oza as Chief Financial Officer w.e.f. 22/04/2024

4. Appointment of Ms. Vaishnavi Deepak Padye as Chief Financial Officer (Appointed w.e.f 13/08/2024)

iii. Profile of Directors seeking appointmenf/re-appointment

As required under the provision of listing regulations and Secretarial Standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 35^th Annual General Meeting.

iv. Independent Directors

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

The meeting of the Independent Directors as per Schedule IV of the Companies Act, 2013 was held on 15^th March 2024. All the independent directors were present at the said meeting.

v. Annual Evaluation of Board''s Performance

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually aswell as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

vi. Nomination and Remuneration Policy

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

18. Secretarial Audit Report

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh Gupta & Co., Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31^st March, 2024. The Secretarial Audit Report is attached herewith as "Annexure - I".

There are no qualifications or reservation or adverse remark or disclaimer in the Secretarial Auditors Report for the year 2023-2024 and hence does not require any clarification / comments.

19. Fixed Deposit

During the financial year 2023-24, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

20. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings andOutgo:

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earnings and outgo during the financial year.

21. Risk Management

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

22. Whistle Blower Policy / Vigil Mechanism

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

The Policy provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm and confirm that no employee of the Company has been denied access to the Committee.

Details of the Vigil Mechanism are available on the Company''s website www.vasudhagama.com.

23. Significant and Material Orders passed by Regulators

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future.

24. Adequacy of Internal Financial Controls

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

25. Particulars of Employees

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- III".

26. Reports On Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI Listing Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

27. Management Discussion and Analysis Report

Pursuant to the Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report in Annexure - V

28. Details Of Application Made or Proceeding Pending Under Insolvency and Bankruptcy Code 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code, 2016.

29. Details Of Difference Between Valuation Amount on One Time Settlement and Valuation While Availing Loan from Banks and Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

30. Other Disclosures

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

(b) The Company has Digigames Private Limited is subsidiary Company and does not have joint venture or associate company during the financial year and Digigames Private Limited have become subsidiary and no joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend,

voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees / Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) Maintenance of cost records as specified by the Central Government under sub -section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

(h) The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the financial year, the Company has not received any complaints under the said Act.

(i) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

(j) The Company has not availed any loan from the Banks or Financial Institutions and therefore, the details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

31. Acknowledgement

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors

Sd/- Sd/-

Jay Atul Parekh Sejal Sanjiv Shah

Managing Director Director

DIN: 10686834 DIN: 09591841

Place: Ahmedabad Date: 04/09/2024

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Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting herewith the 26th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY OR HIGHLIGHTS : (Amount in Rupees)

Particulars 2014 - 2015 2013 - 2014

Total Revenue 74,53,093 1,94,85,900

Less : Expenses 42,30,910 1,44,20,628

Net Profit before Finance Cost, 32,22,183 50,65,272 Depreciation & Tax

Less : Finance Costs 18,29,585 33,46,319

Depreciation & Amortization Expenses 1,082 2,531

Net Profit before Tax 13,91,516 17,16,422

Less : Tax Expenses 4,38,088 7,62,626

Profit available for Appropriation 9,53,428 9,53,796

2. Operation / State of the Company's Affairs :

The Company is presently engaged in the business of trading of commodities / goods and in real estate business through investment in partnership firm. Further the company is proposing to directly engage in the business of real estate and infrastructure.

The total revenue of the Company was Rs. 74,53,093/- during the financial year 2014-2015 compared to Rs. 1,94,85,900/- of previous financial year. The net profit after tax was Rs. 9,53,428/- during the financial year 2014- 2015 compared to Rs. 9,53,796/- of previous financial year.

3. Change in the nature of business, If Any :

There is no change in the nature of business of the Company during the financial year ended on 31st March, 2015.

4. Transfer to Reserves & Dividend :

The Board of Directors do not propose to carry any amount to any reserves. Further in view of the inadequate profit, your Directors do not recommend any dividend for the year ended on 31st March, 2015.

5. Material changes and commitments after the end of Financial Year :

Between the end of the financial year of the Company as on 31st March 2015 and the date of the Board's report, there are no material changes and commitments, which have any effect on the financial position of the Company.

6. Extract of the Annual Return :

The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as "Annexure - A".

7. Forfeiture of Partly Paid Equity Shares and Capital :

During the financial year, the Board of Directors of the Company at their meeting held on 12th November, 2014, in exercise of the powers conferred by Articles of Association of the Company, forfeited 2,17,100 partly paid-up equity shares held by various member of the Company, in respect of which an aggregate sum of Rs. 10,85,500/- remained unpaid despite of issuing individual notices to each such member.

Further the Board of Directors of the Company has cancelled those 2,17,100 forfeited equity shares and accordingly, an amount of Rs. 10,85,500/- received on account of part payment on 2,17,100 forfeited equity shares was transferred from the "Share Capital Account" to the "Capital Reserve Account" in the books of account of the Company.

After forfeiture and cancellation as above, the paid-up share capital of the Company is Rs. 3,69,91,140/- comprising of 36,99,114 fully paid up equity shares of Rs. 10/- each.

Further, consequent to the forfeiture of partly paid up equity shares, Central Depository Services (India) Limited has deactivated ISIN IN9583K01014 for partly paid up shares.

8. Listing on Stock Exchanges :

The equity shares of the Company are listed on Ahmedabad Stock Exchange Limited and Jaipur Stock Exchange Limited. The SEBI vide order dated March 23, 2015 allowed the exit of Jaipur Stock Exchange Limited and consequently, the Company ceased to be listed on Jaipur Stock Exchange Limited.

Further, pursuant to the SEBI Circulars for exclusively listed companies of de-recognised / Non-operational / existed stock exchanges, the Company has made an application for direct listing with BSE Limited for listing of 36,99,114 equity shares of Rs. 10/- each. BSE Limited vide its letter dated August 4, 2015 granted In-Principle approval under direct listing norms.

9. Number of Meetings of the Board :

During the financial year, 8 (eight) meetings of the Board of Directors of the Company were held on 30th May 2014, 19th July 2014, 14th August 2014, 11th October 2014, 1st November 2014, 12th November 2014, 13th February 2015 and 30th March 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Number of Meetings attended by each Director during financial year 2014-2015 :

Name of Director No. of Meeting held No. of Meetings during the year / tenure attended

Mr. Jayeshkumar Patel 8 8

Mr. Pranay Patel 8 8

Mr. Deepak Patel 8 7

Mr. Dilipkumar Patel 8 8

Mr. Suresh Patel 8 8

Mr. Anand Patel 8 7

Mrs. Rinaben Deepak Patel 1 1

10. Committees :

Pursuant to the provisions of the Companies Act, 2013 and the Rules framed thereunder and the Listing Agreement, the Company has constituted the following Committees:

(A) Audit Committee :

The Audit Committee was constituted by the Company as per Clause 49 of the Listing Agreement. The terms of reference and the power of the Audit Committee are realigned as per the provisions of Section 177 of the Companies Act, 2013.

The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non-Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Audit Committee.

During the financial year 2014-2015, four meetings of the Audit Committee were held on 30th May 2014, 14th August 2014, 12th November 2014 and 13th February 2015. All the members of the Audit Committee were present in all the four meetings.

(B) Stakeholders Relationship Committee :

The Stakeholders Relationship Committee was constituted by the Company as per Clause 49 of the Listing Agreement, which is also in compliance with the provisions of Section 178 of the Companies Act, 2013.

During the financial year, due to the resignation of Mr. Anand Patel and Mr. Deepak Patel as Directors of the Company, the Stakeholders Relationship Committee was re-constituted w.e.f. 30th March, 2015. The Stakeholders Relationship Committee comprises of three members i.e. Mr. Suresh Patel, Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar Patel, Independent & Non-Executive Director and Mr. Jayeshkumar Patel, Managing Director are members of the Stakeholders Relationship Committee. The Committee looks into the redressal of investors complaints like delay in transfer of shares, non-receipt of annual reports etc.

During the financial year 2014-2015, the Company has received two complaints from one shareholder and both the complaints were resolved.

During the financial year 2014-2015, five meetings of the Stakeholders Relationship Committee were held on 30th May 2014, 14th August 2014, 12th November 2014, 13th February 2015 and 30th March 2015. All the members of the Stakeholders Relationship Committee were present in all the five meetings.

(C) Nomination and Remuneration Committee :

The Nomination and Remuneration Committee was constituted by the Company on 30th May, 2014 as per the provisions of Section 178 of the Companies Act, 2013.

During the financial year, due to the resignation of Mr. Anand Patel as Director of the Company, the Nomination and Remuneration Committee was re-constituted w.e.f. 30th March, 2015. The Nomination and Remuneration Committee comprises of three members i.e. Mr. Dilipkumar Patel, Independent & Non- Executive Director is the Chairman and Mr. Suresh Patel, Independent & Non-Executive Director and Mrs. Rinaben Deepak Patel, Non-Executive Director are members of the Nomination and Remuneration Committee.

During the financial year 2014-2015, three meetings of the Nomination and Remuneration Committee were held on 14th August 2014, 1st November 2014 and 30th March 2015. All the members of the Nomination and Remuneration Committee were present in all the three meetings.

11. Directors' Responsibility Statement :

In accordance with the provisions of section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along-with proper explanation relating to material departures, if any;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis;

(e) The Directors had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Auditors & Auditors Report :

M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 137193W ), the Statutory Auditors of the Company were re-appointed to hold office from the conclusion of 25th Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the appointment of statutory auditors is required to be ratified at every annual general meeting of the Company. As such, it is proposed to ratify the appointment of M/s S. D. Mehta & Co. as statutory auditors to hold the office from the conclusion of this 26th Annual General Meeting till the conclusion of the 27th Annual General Meeting to be held in the year 2016 to examine and audit the accounts of the Company for the Financial Year 2015-2016.

Your directors recommend their appointment as statutory auditors.

There are no qualification or reservation or adverse remark or disclaimer in the Auditors Report and hence does not require any further clarification / comments.

13. Particulars of loans, guarantees or investments under section 186 of the Companies Act, 2013 :

Particulars of investments made and loans given covered under the section 186 of the Companies Act, 2013, has been provided in Note No. 1.08, 1.09 and 1.13 of the notes to the financial statement which form part of this Annual Report. The company has not given any guarantee during the financial year.

14. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 :

The Company has pursuant to the approval of Audit Committee and the Board of Directors of the Company, entered into related party transactions. The said transactions entered by the company with Related Parties were, broadly, at arm's length basis.

The detail of contracts or arrangements with related parties for the financial year ended on 31st March, 2015 is given in Note No. 2.14 of the financial statements of the Company.

15. Directors and Key Managerial Personnel :

i. Cessation :

Mr. Pranay Patel (DIN 00907300), Mr. Deepak Patel (DIN 00074076) and Mr. Anand Patel (DIN 00049567), Directors of the Company have resigned with effect from 30th March, 2015.

The Board places on record its appreciation for the services rendered by them during their tenure as Directors of the Company.

ii. Retirement by Rotation :

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Jayeshkumar Patel (DIN 00907323) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

iii. Appointment of Additional Director :

Mr. Rinaben Deepal Patel was appointed as an Additional Woman Director pursuant to section 161(1) of the Companies Act, 2013, to hold office till the conclusion of next Annual General Meeting. It is proposed to appoint her as a Director at the ensuing Annual General Meeting of the Company.

iv. Key Managerial Personnel :

Pursuant to the provisions of section 203 of the Companies Act, 2013, Mr. Jayeshkumar Patel (DIN 00907323) was appointed as a Managing Director with effect from 15th August, 2014 and Mr. Maneklal S. Patel was appointed as Company Secretary with effect from 1st November, 2014 and Mr. Nilesh R. Joshi was appointed as a Chief Financial Officer with effect from 30th March, 2015.

v. Profile of Directors seeking appointment / re-appointment :

As required under the provision of listing agreement and secretarial standard-2, the profile of directors seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 26th Annual General Meeting.

vi. Independent Directors :

The Independent Directors have submitted their declarations of independence, as required pursuant to the provisions of section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Act.

vii. Annual Evaluation of Board's Performance :

In terms of the provisions of Section 134(3)(p) the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board of Directors has carried out the annual performance evaluation of itself, the Directors individually as well as the evaluation of its committees.

The Board has evaluated the composition of the Board, its committees, experience and expertise, performance of duties and obligations, governance issues etc. Performance of individual Directors and Chairman was also carried out in terms of adherence to code of conduct, participation in board meetings, implementing corporate governance practices etc. The Directors expressed their satisfaction with the evaluation process.

viii. Nomination and Remuneration Policy :

The Board of Directors of the Company has, on recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors and Key Managerial Personnel and their remuneration. The terms of reference and other matters related to Nomination and Remuneration Policy are as per the provisions of Section 178 of the Companies Act, 2013.

16. Secretarial Audit Report :

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ashwin J. Patel & Associates, Practicing Company Secretary to undertake the secretarial audit for the financial year ended on 31st March, 2015. The Secretarial Audit Report is attached herewith as "Annexure - B".

There are no qualification or reservation or adverse remark or disclaimer in the Secretarial Audit Report.

17. Fixed Deposit :

During the financial year 2014-15, the Company has not accepted any deposit within the meaning of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

18. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo :

In view of the nature of the business activities of the Company related to trading of commodities and real estate, the information required under the provisions of section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 with respect to conservation of energy and technology absorptions is not applicable. There was no foreign exchange earning and outgo during the financial year.

19. Risk Management :

The Board of Directors of the Company has adopted a Risk Management Policy to identify the key risk and develop action plans to mitigate those risks, to assess the risks on periodical basis including effective control and management reporting system etc.

In the opinion of the Board, as on date, there are no elements of risk, which may threaten the existence of the Company.

20. Whistle Blower Policy / Vigil Mechanism :

The Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/Vigil Mechanism policy in compliance with the provision of Section 177(10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

21. Significant and Material Orders passed by Regulators :

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future.

22. Adequacy of Internal Financial Controls :

The Company has put in place adequate internal financial controls with reference to the financial statements. During the financial year, such internal financial controls were operating effectively and it is commensurate with the size of the Company and the nature of business of the Company.

23. Particulars of Employees :

The information required pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees are given in "Annexure- C".

24. Corporate Governance And Management Discussion And Analysis Report:

Pursuant to the SEBI Circular No. CIR/CFD/POLICYCELL/7/2014 dated 15th September, 2014 for amendments to Clause 49 of the Listing Agreement, Clause 49 related to Corporate Governance is not applicable to companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

As the paid up share capital and net worth of the Company is below the threshold limit as mentioned above, the Report on Corporate Governance and Management Discussion and Analysis Report is not applicable the Company.

25. Other Disclosures :

(a) The provisions related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to the Company.

(b) The Company does not have any subsidiary, joint venture or associate company during the financial year and no company have become or ceased to be subsidiary, joint venture or associate company during the financial year.

(c) The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

(d) The Company has not issued sweat equity shares to its directors or employees.

(e) The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 of the Companies Act, 2013.

(g) During the year the Company has not received any complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. Acknowledgement :

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors

Jayeshkumar Patel Place : Ahmedabad Chairman & Managing Director Date : 14th August, 2015 (DIN 00907323)

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Mar 31, 2014

Dear Members

The Directors have pleasure in submitting herewith the 25th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2014.

1. FINANCIAL RESULTS : (Amount in Rupees)

Particulars 2013 - 2014

Total Revenue 1,94,85,900

Less : Expenses 1,44,20,628

Net Profit before Finance Cost, Depreciation & Tax 50,65,272

Less : Finance Costs 33,46,319

Depreciation & Amortization Expenses 2,531

Net Profit before Tax 17,16,422

Less : Tax Expenses 7,62,626

Profit available for Appropriation 9,53,796

(Amount in Rupees)

Particulars 2012 - 2013

Total Revenue 47,04,949

Less : Expenses 17,83,578

Net Profit before Finance Cost, Depreciation & Tax 29,21,371

Less : Finance Costs 2,55,487

Depreciation & Amortization Expenses 41,344

Net Profit before Tax 26,24,540

Less : Tax Expenses 3,74,903

Profit available for Appropriation 22,49,637

2. BUSINESS OPERATIONS

The Company is presently engaged in the business of trading of commodities / goods and in real estate business through investment in partnership firm. Further the company is proposing to directly engage in the business of real estate and infrastructure.

3. DIVIDEND

Due to inadequate profit and in order to conserve financial resources, your directors do not recommend any dividend for the current year.

4. DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of the Association of the Company, Mr. Jayeshkumar Patel, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Further pursuant to the provisions of Section 149 and 152 of Companies Act, 2013, Mr. Dilipkumar Patel, Mr. Anand Patel and Mr. Suresh Patel, are being appointed as Independent Directors for a term of five consecutive years upto the conclusion of 30th Annual General Meeting in the calendar year 2019.

Your directors recommend the appointment / re-appointment of Directors of the Company as above.

5. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith the proper explanation relating to material departures, if any;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

6. FIXED DEPOSIT

The Company has neither accepted nor invited any deposit from Public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under.

7. PARTICULARS OF EMPLOYEES

There are no employees falling under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The additional information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:

(a) Conservation of Energy : Nil

(b) Technology Absorption : Nil

(c) Foreign Exchange Earning and Outgo : Nil

9. AUDITORS & AUDITORS REPORT

M/s S. D. Mehta & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 137193W), the present Statutory Auditors of the Company retires at the forthcoming Annual General Meeting and has confirmed their eligibility and willingness to accept the office, if re-appointed.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s S. D. Mehta & Co. as statutory auditors of the Company from the conclusion of forthcoming 25th Annual General Meeting till the conclusion of the 28th Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. Your directors recommend their appointment as statutory auditors.

There are no qualification or adverse remarks in the Auditors Report and hence does not require any further clarification / comments.

10. COMPLIANCE CERTIFICATE

As required under section 383A of the Companies Act, 1956, the Company has obtained a Compliance Certificate from M/s Ashwin J. Patel & Associates, a secretary in whole-time practice and the same is attached herewith.

11. CHANGE OF NAME

The name of the Company was changed from "Anand Lease and Finance Limited" to "Ozone World Limited" with effect from 5th September, 2013 as per the Certificate of change of name issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli.

12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Corporate Governance Report in accordance with the clause 49 of the listing agreement with stock exchanges forms part of this Annual Report. The auditor's certificate on the compliance of Corporate Governance embodied in clause 49 of the listing agreement is attached hereto and forms part of this Report. The Management Discussion and Analysis Report is also annexed hereto and form part of this report.

13. ACKNOWLEDGEMENT

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf of Board of Directors

Place : Ahmedabad Jayeshkumar Patel Date : 14th August, 2014 Chairman (DIN 00907323)

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Mar 31, 2013

The Directors have pleasure in submitting herewith the 24th Annual Report of the Company with the audited statements of accounts for the year ended 31st March, 2013.

1. FINANCIAL RESULTS : (Amount in Rupees)

Particulars 2012 – 2013 2011 – 2012

Total Income 47,04,949 85,16,041

Expenditures 17,83,578 14,78,213

Net Profit before Finance Cost, Depreciation & Tax 29,21,371 70,37,828

Less : Finance Costs 2,55,487 40,93,056

Depreciation & Amortization Expenses 41,344 43,761

Net Profit before Tax 26,24,540 29,01,011

Less : Provision for Income Tax 3,74,903 6,96,624

Profit available for Appropriation 22,49,637 22,04,387

2. OPERATIONS :

During the year, your company has started the business activity related to trading of goods / commodities. During the year under review, the company has carried out trading of Cumin Seeds (Jeera). Further the company is proposing to directly engage in the business of real estate and infrastructure.

3. DIVIDEND :

Due to inadequate profit and in order to conserve financial resources, your directors do not recommend any dividend for the current year.

4. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of the Association of the Company, Mr. Anand Patel and Mr. Dilipkumar Patel, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your directors recommend their re- appointment as Directors of the Company.

5. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state that:

(i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

(ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

(iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

6. FIXED DEPOSIT :

The Company has neither accepted nor invited any deposit from Public, within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Rules framed there under.

7. PARTICULARS OF EMPLOYEES :

There are no employees falling under the purview of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

The additional information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is as under:

(a) Conservation of Energy : Nil

(b) Technology Absorption : Nil

(c) Foreign Exchange Earning and Outgo : Nil

9. AUDITORS :

M/s S. D. Mehta & Co., Chartered Accountants, Ahmadabad, the present Statutory Auditors of the Company retires at the forthcoming Annual General Meeting and has confirmed their eligibility and willingness to accept the office, if re-appointed. Your directors recommend their re-appointment.

10. COMPLIANCE CERTIFICATE :

As required under section 383A of the Companies Act, the Company has obtained a Compliance Certificate from M/s Ashwin J. Patel & Associates, a secretary in whole-time practice and the same is attached herewith.

11. CANCELLATION OF NBFC REGISTRATION :

As the members are aware, there was a change of management of the Company from September, 2008 and the new management has stopped the activity related to leasing and finance. Further the main object clause of the Memorandum of Association was altered to carry out the business related to real estate and trading of goods. As such, the company has voluntarily surrendered the registration of Non Banking Finance Company (NBFC) to Reserve Bank of India and accordingly, the Reserve Bank of India had cancelled the said registration in February, 2013.

12. CHANGE OF NAME :

The Board of Directors of the Company had on 28th June, 2013 approved the change of name of the Company from "Anand Lease and Finance Limited" to "Ozone World Limited", subject to approval of shareholders, central government etc. Pursuant to the name availability by Registrar of Companies, Gujarat, Dadra and Nagar Havelli and approval of shareholders through special resolution on 5th August, 2013, the Company had applied for change of name and the Registrar of Companies, Gujarat, Dadra and Nagar Havelli has issued a certificate of change of name on 5th September, 2013. As such, with effect from 5th September, 2013, the name of the Company has been changed from "Anand Lease and Finance Limited" to "Ozone World Limited".

13. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Corporate Governance Report in accordance with the clause 49 of the listing agreement with stock exchanges forms part of this Annual Report. The auditor's certificate on the compliance of Corporate Governance embodied in clause 49 of the listing agreement is attached hereto and forms part of this Report. The Management Discussion and Analysis Report is also annexed hereto and form part of this report.

14. ACKNOWLEDGEMENT :

The Board wishes to express its deep appreciation to all the staff members, banks, shareholders, suppliers, customers, auditors and government authorities for their support and co-operation.

For and On Behalf Of Board Of Directors

Place : Ahmedabad Jayeshkumar Patel

Date : 6th September, 2013 Chairman